UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) February 27, 2012
Gardner Denver, Inc.
(Exact name of registrant as specified in its charter)
Delaware | 1-13215 | 76-0419383 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
1500 Liberty Ridge Drive, Suite 3000 Wayne, PA |
19087 | |||
(Address of principal executive offices) | (Zip Code) |
(610) 249-2000
(Registrants telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Explanatory Note
This Current Report on Form 8-K/A (this Report) of Gardner Denver, Inc. (the Company) is being filed to update the Companys previous disclosure regarding the engagement of Ernst & Young LLP (E&Y) as the Companys new independent registered public accounting firm for the fiscal year ending December 31, 2012.
Item 4.01 | Changes in Registrants Certifying Accountant. |
As previously disclosed, KPMG LLP (KPMG) served as the Companys independent registered public accountant until KPMG completed the audits of the Companys consolidated financial statements as of, and for the year ended, December 31, 2011, and of the internal control over financial reporting as of December 31, 2011, and the issuance of KPMGs reports thereon. On February 24, 2012, KPMG issued such reports.
KPMGs audit reports on the Companys consolidated financial statements as of and for the fiscal years ended December 31, 2011 and 2010 did not contain any adverse opinions or disclaimers of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles. The audit reports of KPMG on the effectiveness of internal control over financial reporting as of December 31, 2011 and 2010 did not contain any adverse opinions or disclaimers of opinion, nor were they qualified or modified as to uncertainty, audit scope, or accounting principles, except with respect to Robuschi S.p.A. (Robuschi), which the Company acquired in the fourth quarter of fiscal 2011, as described below. KPMGs report dated February 24, 2012, on the effectiveness of internal control over financial reporting as of December 31, 2011, contains an explanatory paragraph that states that the Company acquired Robuschi in December 2011, and management excluded from its assessment of the effectiveness of the Companys internal control over financial reporting as of December 31, 2011, Robuschis internal control over financial reporting associated with 11% and less than 1% of the Companys total assets and total revenues, respectively. Consistent with managements assessment, KPMGs audit of internal control over financial reporting of the Company also excluded an evaluation of Robsuchis internal control over financial reporting associated with 11% and less than 1% of the Companys total assets and total revenues, respectively, included in the consolidated financial statements of the Company as of and for the year ended December 31, 2011.
During the fiscal years ended December 31, 2011 and 2010, and the subsequent interim period through February 24, 2012, there were (i) no disagreements between the Company and KPMG on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of KPMG, would have caused KPMG to make reference to the subject matter of the disagreement in their reports on the Companys consolidated financial statements for such years, and (ii) no reportable events as that term is defined in Item 304(a)(1)(v) of Regulation S-K.
The Company provided KPMG with a copy of the disclosures it is making in this Report prior to the time this Report was filed with the Securities and Exchange Commission (the SEC) and requested that KPMG furnish a letter addressed to the SEC stating whether it agrees with the statements made herein. A copy of KPMGs letter, dated February 27, 2012, is attached hereto as Exhibit 16.1.
During the fiscal years ended December 31, 2011 and 2010, respectively, neither the Company nor anyone acting on its behalf has consulted with E&Y on any of the matters or events set forth in Item 304(a)(2) of Regulation S-K.
Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
Exhibit |
Description | |
16.1 | Letter of KPMG LLP dated February 27, 2012 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
GARDNER DENVER, INC. | ||||||
Date: February 29, 2012 | By: | /s/ Brent A. Walters | ||||
Brent A. Walters | ||||||
Vice President, General Counsel, Chief Compliance Officer & Secretary |
EXHIBIT INDEX
Exhibit |
Description | |
16.1 | Letter of KPMG LLP dated February 27, 2012 |
Exhibit 16.1
February 27, 2012
Securities and Exchange Commission
Washington D.C. 20549
Ladies and Gentlemen,
We were previously principal accountants for Gardner Denver, Inc. (the Company) and, under the date of February 24, 2012, we reported on the consolidated financial statements of the Company as of and for the years ended December 31, 2011 and 2010, and the effectiveness of internal control over financial reporting as of December 31, 2011. Our report dated February 24, 2012, on the effectiveness of internal control over financial reporting as of December 31, 2011, contains an explanatory paragraph that states that the Company acquired Robuschi S.p.A. (Robuschi) in December 2011, and management excluded from its assessment of the effectiveness of the Companys internal control over financial reporting as of December 31, 2011, Robuschis internal control over financial reporting associated with 11% and less than 1% of the Companys total assets and total revenues, respectively, included in the consolidated financial statements of the Company as of and for the year ended December 31, 2011. Our audit of internal control over financial reporting of the Company also excluded an evaluation of the internal control over financial reporting of Robuschi. On December 22, 2011, we were notified that the Company engaged Ernst & Young LLP as its principal accountant for the year ending December 31, 2012 and that the auditor-client relationship with KPMG LLP will cease upon completion of the audit of the Companys consolidated financial statements as of and for the year ended December 31, 2011, and the effectiveness of internal control over financial reporting as of December 31, 2011, and the issuance of our reports thereon. On February 24, 2012, we completed our audits and the auditor-client relationship ceased. We have read the Companys statements included under Item 4.01 of its Form 8-K dated February 27, 2012, and we agree with such statements, except that we are not in a position to agree or disagree with the Companys statement that during the fiscal years ended December 31, 2011 and 2010, respectively, neither the Company nor anyone acting on its behalf has consulted with Ernst & Young LLP on any of the matters or events set forth in Item 304(a)(2) of Regulation S-K.
Very truly yours,
/s/ KPMG LLP